Halo: 118
by xXxomegastreakxXx
Summary: The Master Chief isn't the only human super weapon in the UNSC's arsenal: This is the story of Max-118, a Spartan powerhouse whose story is full of heroics, loss, and family. Rated T for violence, swearing, and suggestive material.
1. Chapter 1

**0700 Hours, February 13, 2532 (Military Calendar)**  
**UNSC Assault Freighter _Luminary_ en route to planet Delta 003**

* * *

It was dark.

Slowly, Petty Officer 2nd Class Maximus-118, or Max, as he liked to be called, felt himself beginning to awaken, the blood rushing back to his arms and legs so fast he could feel it pushing through his veins. He flickered his eyes open, one blue, one green, regarding his small cryo pod with the tired drowsiness to them, courtesy of 2 weeks in deep-sleep. One thing he noticed immediately was how cold it was.

"Sunuvabitch, it's cold!"

The glass canopy raised up and Max collapsed onto the floor, his strength not entirely back. Without warning, bile came up into his mouth and he retched, the disgusting mixture spilling through the grating put there for just that reason. After he was done, thankfully, nothing had gotten on his black t-shirt, or else the captain would have had his hide for being indecent.

Max didn't really care; the Spartan-II was more focused on warming himself up, rubbing his arms and blowing into his hands. The sound of another cryo pod depressurizing did not distract him from his practice, as the second Spartan on hand for this mission, Cole-121, stumbled out. Cole was a Korean-American with raven black hair and deep purple eyes. Unlike Max, Cole didn't vomit, just experiencing the weakness that came from cryostasis.

"God, I hate Cryo," Max grumbled, getting unsteadily to one knee, then stood up completely and waited for Cole to get up before making his way to the mess hall.

Cole scratched the back of his neck while asking, "Hey Max, you got any idea what this whole operation's about, 'cause when I tried to get some Intel on it, the entire file was drenched in black ink."

"Your guess is as good as mine, man," Max replied. A tech who had been working on a panel moved to pin himself against the wall to allow the towering super soldiers past, "All I know from what Halsey told me, is that it's checking out something on Delta Double-Oh-Three that's got ONI going crazy, and if it's anything Forerunner related, she told me to bring it back to Reach."

The two walked into the mess, Max having to duck his head under the door frame. The crew members inside all turned to watch as they went to the blocky grey food processor at the left side of the room. Max selected chicken and dumplings before putting a bowl under the dispenser. A yellow square dropped into it, then he put the bowl into a device similar to a microwave as Cole got a brown colored block that Max guessed was turkey soup. A ding signaled his meal was ready and he opened the door.

The block had turned into a steaming broth with dumplings bobbing inside it. Max took a long sniff and said with a grin, "Ah, nothing like a bowl o' artificially flavored crap to start the day, eh?"

Cole grunted in agreement as his meal heated up, while Max went to sit next to a group of marines, who didn't look entirely comfortable with the super soldier next to them.

"So boys, what's new in the marine corps?" Max asked through a mouthful of dumpling, looking at them. A few noticeably squirmed in their seats, others didn't even touch their food. Max simply waited; he knew that normal people, especially marines, got nervous when a Spartan gave them special attention, and with good reason. The fight John-117 had with some ODSTs that killed two and left the other two in critical condition had given the Spartans a not-so-great reputation among the ranks of the UNSC. Max wanted to change that, however, by showing himself to be human, not a giant machine of death. Finally a cadet, who was a young Latino woman, replied in the crisp military tone, "Sir, nothing of consequence, sir."

This made Max grin, "You can drop the formality, cadet, we're all soldiers here. Don't worry, I'm not gonna get all tight-assed about rank and what not."

That seemed to ease off a little of the tension, but the marines still seemed on edge. When Cole motioned for Max to sit a another table with him, the soldiers visibly relaxed, coming out of their stiff positions.

"You know how they get around us, Max," Cole stated, his voice containing much of the discipline and training that had been pounded into every Spartan, "So why do you keep trying to get friendly with them?"

The larger man shrugged, but didn't say a word after. When they had finished, they headed for the armory to suit up. Since the _Luminary_ had been a commercial freighter before getting a MAC cannon slapped onto it and being pressed into service, the armory was put in one of the smaller cargo holds, and by guessing from the smell that still clung to the walls, it used to hold raw meat.

Max felt a wave of relief as he saw his MJOLNIR Mark IV Powered Assault Armor inside a glass case; he liked his suit a lot, and hated to go long outside it. Its main color scheme was blue, with sliver highlights and components that made it look amazing. Next to his own was Cole's black Mark IV EVA Armor, the only other color on it was the orange dome of a visor. Max slipped into the black neck-to-toes tight suit that had to be worn underneath the actual armor, then strapped on the leg armor, boots, pelvic armor, chest plate, shoulder plates, and the arm and gauntlet armor. He took his Grenadier helmet off the stand and put it over his head, watching his HUD come to life.

Cole strapped his armor on faster than Max did, and was already going for two Magnums; he didn't use any other weapons, because the pistols allowed him to use his exceptional hand-to-hand combat skills without having to shoulder a bulky MA5B, just whack them with the Magnum. Max, on the other hand, strapped a long katana to his back, one of his favorite things to use in close-quarters, along with a shorter shoto knife sheathed at his thigh. Next was Max's personal favorite, the M6 Grindell/Galilean Nonlinear Rifle, or the Spartan Laser, an electronic ballbreaker that discharges a concentrated beam of energy able to blow vehicles and small structures to smithereens, fry infantry, and critically damage a Covenant cruiser; when it hit just the right spot.

This particular Spartan Laser, however, was one that Max carried on him at all times; he even etched into the side that faced his helmet when it was shouldered "Live Free Or Die," the motto of his home state of New Hampshire back on Earth. He, like most people from there, took that saying to heart, which helped shape his personality as a die-hard thrill-seeker and passion for extreme explosions.

He secured the weapon onto the magnetic clasp on his back, then took a MA5B Assault Rifle. No matter how badass the Spartan Laser was, it had limited ammo, and he had to save it for the bigger, juicier targets.

"You ready, bro?" Max asked with a grin, and Cole nodded his affirmative. They walked out the door, heading for the vehicle bay. Because Max was already a very tall man out of armor, and even more so when in it, he had to keep his head at an angle to keep it from scraping against the roof. Crew members and marines watched them pass with a mixture of awe and nervousness.

The bay was smaller than those on normal UNSC cruisers, but could still hold a considerable amount of Pelicans. Cole noticed the captain, a strong-willed Russian woman named Ivana Gerkowski, standing nest to the entrance of their Pelican. The two super soldiers stopped in front of her and snapped their hands up in a crisp salute.

"At ease," They brought their hands down at her order, and Max asked smartly, "Come to see us off, Ma'am? How sweet of you."

Gerkowski's piercing silver eyes narrowed at the much larger human, yet seemed to tower over him when she scolded, "Stow that sarcastic shit, Petty Officer; I want my soldiers stoic and focused on the mission at hand, not cracking jokes."

"Pardon me, Ma'am, but it's just how I let off some of the pressure," Cole could practically hear Max smiling and gave an irritated grumble. Why did his fellow Spartan have to give every commanding officer a hard time before a mission? The only officer he could name that put up with Max's antics was Captain Keyes, and even then he had to reprimand him from time-to-time.

Max continued, "You called for the best in the business, and you got us. Besides, I never really did well in the emotion-erasing exercises, heh."

Gerkowski pointed into the dropship, "Get your giant metal ass in that Pelican, before I decide to blow you out the airlock down onto the planet."

"Really? I love blowing out the-"

A sharp kick from Cole kept him from going too far. The silent Spartan gave the Captain an apologetic nod before shoving Max into the Pelican, the latter receiving a deadly glare from their superior. When the hatch had closed Gerkowski marched off to the bridge, mumbling something about dumbass Americans.

"Bridge, Tango Four is prepped and ready for lift-off," The pilot spoke into the comm. A voice crackled over it, "Roger, Tango Four, you are cleared for lift off."

"ODSTs drop feet-first into hell..." Max began, standing behind the pilot as they lifted out of the hanger and into space. Cole strapped himself into one of the seats and held on to the hand rails; he hated combat drops more than anything. The green swath of Delta 003's forests dominated the planet's landscape, with the odd small ocean thrown into the mix.

"...But Spartans drop face-first!" Max laughed as they drew closer to the planet. The ship began to rattle as it entered atmosphere and increased its velocity, and Max whooped with delight. Cole, on the other hand, was wishing he was anywhere else at the moment.

"Hang on to your butts, it's gonna be a bumpy ride," The pilot informed them, and Cole replied, "You're a little late on that one, lieutenant."

Max was having a ball, "Ah, loosen up, Cole, ol' buddy; it's just like the old roller coasters back on Earth. Live free or die, baby!"

"Well it seems more likely like we're gonna die instead of live free. Ugh, I _hate _combat drops..."

The Pelican broke cloud cover and into a lashing rainstorm, which began whipping the ship around even more. Finally they settled on a clearing just big enough for the Pelican to squeeze through and land. Then, in Cole's opinion, the greatest of changes occurred; Max went from his usual smart-mouthed, happy-go-lucky attitude to a no-nonsense soldier in the blink of an eye. The way he shouldered his AR, the crisp movement and silence, it was like looking at a whole different person. At least he shut up.

The hatch let out a hiss and whined as it lowered, and the two Spartans sprinted out, weapons raised. Nothing moved, so Max signaled for the pilot to take off. Once it was gone, they trudged into the forest.

All was quiet save for the heavy footfalls of MJOLNIR boots. They used the trees and large boulders as cover, gradually making their way to a mountain range in the distance. Heavy Covenant concentration in the forests prohibited a full-scale assault, and they couldn't even get a Mongoose to get them to their destination without getting too much unwanted attention. Whatever was on this backwater world, the Covenant were pouring a huge amount of assets into obtaining it.

Red blips appeared on Cole's HUD radar, and Max signaled he had contacts too. He tightened his grip on his pistols as the sounds of Jackals yowling at each other were picked up by the audio receptors in his helmet. Then, in one quick movement, both Spartans stepped out of cover, much to the surprise of the enemy squad in front of them. Cole's first two shots ended a Grunt and Jackal's lives, while Max lit up the low-ranking Elite acting as squad leader, then took out the remaining hostiles in similar fashion.

"Let's move before their buddies find out we're here," Max said, and Cole agreed. The two proceeded, killing the stray Grunt or Jackal scout that made the bad mistake of crossing their path. Lightning crashed, striking the earth with incredible ferocity. Max oft compared Spartans to that natural wonder; quickly destroying their targets and leaving a swath of destruction in their wake.

After 2 hours of non-stop walking, they finally were within range of the mountains. They took a break on top of a large boulder, and Max used the periscopic lens built into his HUD to take a better look at the coordinates provided by ONI where they believed was a structure that the Covenant were camped out in.

"Cole, you seein' this, bro?" Max asked, but Cole didn't look up from cleaning his pistols. All Spartans were able to see their fellows' HUD POVs, and he saw it too; a citadel-like structure made out of a silvery metal. A huge spire pierced the sky like a giant knife, but that wasn't what Max was focusing on; he was focused on the huge army of Covenant that swarmed the building.

Max began listing out what he saw, "3 cruisers worth of infantry, 5 Wraiths, 2 Phantoms, several Locusts, Shadows, Spectres, Special Operations squads, Zealots, and head of it all, An Honor Guard Ultra."

Cole noticed how Max focused on the Ultra, indicating he wanted to kill the Elite because it was a challenge. Honor Guards were at the top of Sangheili military rank under an Arbiter, and Max, being the die-hard he was, wouldn't pass up the chance to square off with such a promising opponent.

"I thought this mission was gonna be difficult," Max laughed, and Cole growled his annoyance, "Stop fucking around, Max. We've got a mission to complete."

"Oh yeah, I forgot it was your time of the month, ha ha ha ha ha!"

The black-armored Spartan decided to stop talking. If he didn't talk, Max wouldn't talk. They moved on, skirting to the left in an attempt to make a big loop around the army. As skilled and powerful as Spartan-IIs were, it was suicide taking a force that large head-on, so stealth was their best option.

They snuck behind a fallen tree so large it could rival the redwoods on Earth. It seemed that luck was on their side; the combination of high winds and near curtains of rainfall, along with no tracking equipment in the Covenant's array of technology, giving the Spartans a much needed edge.

"Heh, looks like this is going all our way," Max grinned. Just as he finished that sentence, a Grunt hopped up on the log and saw the two armored figures beneath him. He let a yell, which the audio translators inside their helmets put into English, "Ah! Dem-"

He never got to finish the cry as Cole grabbed him and swiftly snapped his little neck, but it was too late; his allies had already been alerted by the yell. All hell broke loose as a hail of plasma assaulted the bark of the tree, some of the higher shots flying over their heads.

"You were saying?" Cole asked, and Max let out a nervous laugh before switching to the Spartan Laser. Both men stood up from cover and returned fire, Cole's precise aim eliminating Covenant with fatal headshots, while Max mashed the trigger of his weapon. It let out a low whine as it charged, glowing at its barrel before the red beam of energy erupted from it, blowing up a Locust, shrapnel tearing apart anything unfortunate to be near it. A Hunter responded with a green plasma charge that struck the log, sending splinters flying into the air, but all that accomplished was turning an unlucky Brute into a pin cushion.

"Light these bitches up!" Max yelled and fired again into a thick Covenant fortification, scattering the hostiles not fried by the blast. Soon it began turning into a projectile tug-o-war, in which both sides exchanged tremendous amounts of firepower. The Spartans would devastate the Covenant's artillery and fortifications, but every attack their opponents made took more out of their cover. Cole noticed that even though no Covenant armor remained due to the Spartan Laser, there was still plenty of infantry left, and the tree couldn't stand against another volley. He turned to Max, who was switching the expended power core of the Laser out for a new one; he usually carried three or four of them.

"We need to hustle outta here!" Cole yelled, and Max nodded, "Then let's power through."

The large Spartan tossed his AR to Cole, who stashed the weapon on the magnetic clasp on his back. They vaulted over the tree to the surprise of the Covenant; in their minds, the intruders had just displayed themselves as big, juicy targets. But before they could raise their weapons, Max charged full speed, Cole staying close behind him as he plowed into the army, slamming into and crushing aliens in his wake.

"Make way, Max Train, coming through!" Max laughed as his helmet caught a Brute in the gut, sending it sailing over his head. Cole unclipped and armed two frag grenades, throwing them out either side of him and blowing up the Covenant who had recovered from the initial shock and fired after them.

The Honor Guard narrowed his beady eyes at the approaching humans and ordered the Zealots to engage. Two jumped into Max's path, a big mistake as he slammed into them and sent them into the structure's wall. He unsheathed his katana just in time to catch a charging Zealot's energy sword. They broke apart and Max struck, bringing his blade down, to be blocked by the energy sword. Cole engaged two other Zealots, knocking away their swords with a sweeping kick and following up with vicious hits from the butts of his pistols.

Max was locking weapons with his opponent, and though it was clear he was the stronger, the Elite's struggles were slowing him down. He took out his shoto knife and brought it down onto its head, the thick metal alloy of his knife piercing the less dense material of the helmet. The tip buried into the alien's skull and stuck out of its mouth, purple blood trickling from its mandibles.

Cole kicked each Zealot in the stomach. As they keeled over, he shoved both pistols into their mouths, unloading all the clips' ammo into their heads. The bodies collapsed, and both Spartans focused on the only Covenant foe standing in their path.

The Honor Guard's mandibles spread in what they believed was the Elite equivalent to a sneer, "Foolish demons, I shall not let you violate the holiness of this place with your foul presence!"

He reached both arms behind him and produced two energy sword handles. With a snap the glowing blades materialized, and the Guard crossed them together in an attempt to look intimidating. If only he knew that Spartans weren't intimidated by anything.

Cole picked up one of the dead Zealot's swords and activated it, holstering his pistols. Max went into a battle stance, holding his katana up and his knife backwards in classic shoto posture. He and Cole charged at the same time, but the Guard was ready, parrying their thrusts and hacks. He locked with Max, but when the Spartan tried to bring his knife down his head, the Elite swung his word in in a swipe that slashed across Max's helmet. The latter reeled back from the shock of the blow, but came back on the attack, a large gash in his helmet.

"Covie bastard, that was my favorite helmet!" Max called, but that only made the Guard laugh. Cole cut his laugh short with a good kick to the knee, making him crumple momentarily. Max followed it up with a knee to his face, sending him back to his feet.

"You...you won't get past..." The Guard gasped, coughing up blood, "I...am the sword...of the Prophets...it is their will...that you must perish..."

"Well, you can give them our condolences..." Max began.

"...In hell!" Cole finished for him as they moved as one, thrusting their swords into the Guard's abdomen. He gurgled before his black eyes glazed over and he fell backwards, dead.

Max took his helmet off and inspected the damage to it, "Shit. The HUD's inoperable, and the visor's been cut through. Halsey's going to have my hide for this..."

"Max."

"What?" Cole pointed to the larger man's forehead. Max touched it and didn't flinch as pain shot through his head. Something warm and wet trickled down the side of his face, and Max wiped it away to inspect it; it was his own blood.

"Yep. Now she's gonna kick my ass. Let's get this over with so I don't over think my punishment.

Max put his helmet back on and sheathed his katana, after which Cole handed him the AR and discarded the energy sword. They walked through the high entrance into a large chamber, which was empty save for a huge void below a catwalk. The bridge led to a machine in the middle of the chamber, the entire thing stretching from the ceiling to a pedestal at the end of the bridge which glowed brightly.

Max took a step forward, waiting for some trap to activate and kill them both, but nothing happened, so he began making his way to the pedestal, Cole following reluctantly. When they drew closer, Max could see a device triangular in shape resting on the hexagonal surface. He stopped in front of the pedestal and stared at the device, interested.

A low whine got Cole's attention, making him snap his head up.

"That sounds like a Phantom outside, Max. We got to get out of here!"

Max lightly touched the tip of the device, and a wave of light traveled down its surface, knocking him onto the floor. Suddenly it flew at his helmet, latching on. Max scrabbled at it and cried out in alarm, trying to get it off him, but it began integrating itself into the helmet. The dark HUD came back to life, but there were notable changes to its structure; it had a more natural feel to it, and when he swerved his head up, information about the structure scrolled at lightning speed at the left-hand corner of the visor before being stored inside the helmet's database.

Max took it off and looked at it with wonder. The gash was gone, and the helmet had turned into a sleeker, more sharply contoured version of itself, with two edges coming off the sides of the helmet to give it a stream-lined look to it.

"Woah, kick-ass upgrade, man!" Max grinned, putting it back on. He shouldered his AR and they ran outside.

"We better call the _Luminary_ to send in a-" Cole had just stepped outside the entrance when a Hunter charged and crushed him against the wall with its shield. The pistols fell out of his hands and clattered on the metal surface.

"Cole!" Max shouted, getting the Hunter's attention. It raised its cannon arm to fire, and as it did so, an intricate triangular reticule focused on a opening in its armor, labeling it as a weakness and what weapons in his arsenal were effective against it. Acting quickly, Max ran for the Hunter as it fired. He slid under the blast and got close enough to shove his AR into the writhing mass of worms and unload the last amount of ammo into them, spraying luminescent orange blood.

The Hunter collapsed, in turn letting Cole drop like a rag doll to the ground. Max rushed to his fellow Spartan and picked him up.

"Hey, c'mon buddy, snap out of it," Max said desperately, smacking the back of Cole's helmet in an attempt to wake him up. But from the blood spatter on the wall, and the absence of a pulse anywhere on his body, it was abundantly clear; Cole-121 was dead.

Shock enveloped Max, so that he didn't hear the Covenant strike team making their way to him. With shaky hands, he took Cole's dogtags, and his pistols he holstered on his own legs. Shock became disbelief, and disbelief turned into a rage, only to be cured by the destruction of his enemies.

A Brute chieftain was leading a group of Elites and Brutes towards the remaining Spartan, eager to bring his hammer down on the human's head. But when it did, Max's hand shot up and grasped the Gravity Hammer, stopping the swing dead. Fear overtook the chieftain as Max rose and tore his hammer from his grasp, then bringing it down in a swing that crushed the chieftain's skull. An Elite Minor tried to bring its weapon up to fire, but Max swung the hammer again, the added gravity power sending it flying into a tree.

Max's cold rage made him an indestructible force, swinging the hammer left-to-right, killing Covenant with each one. When the final Elite was dead, Max looked up to see the Phantom that brought the strike force still hovering above a boulder.

Inside, the Elite pilot was adjusting controls, but was mildly disturbed; he had lost communications with the strike force, but he didn't know if they were dead or had just gotten out of range.

The sound of metal clattering heralded the approach of someone, so he called out, "Did you kill the demons?"

"No." Before he could react, Max's knife was already buried in his throat. The Spartan turned to prop Cole's body against the wall before knocking the dying Elite out of the pilot's seat. He powered the engine and sent the Phantom up into space.

* * *

On the Luminary, Gerkowski stood in the hanger as the stolen Phantom pulled in. She braced herself to reprimand Max in case he got smart again, but was in for a surprise when he came out of the Phantom, carrying Cole's lifeless body bridal-style.

Gerkowski slowly took her officer's cap and rested it on her chest in sorrow. Max noticed her and nodded a wordless thanks.

* * *

The return to Reach was long and unbearable, the crew giving the emotionally compromised Max room, which he thanked them for later on. It was also an eye-opening experience for them, showing them that through all that armor and enhanced muscle, Spartans were still human.

On Reach, Max reported to Sword Base immediately to hand the find to Halsey.

"Look at what you've done to my armor, Maximus," Halsey said, minding to keep her words gentle in case Max decided to explode or slip into depression, and the last thing she needed was either scenario.

He took his helmet off and handed it to her, "Here, the device integrated itself into the helmet."

"Really? Fascinating..." She took it out of his hand and connected it by USB cable to her computer and began downloading information. As Max turned to leave, Halsey put a hand on his shoulderplate, "And where do you think you're going, mister? I need to run a medical test on you for having contact with the Forerunner artifact."

She guided him to a flatbed and had him lay down. A scanner ran a green grid laser over his body, the information running to a screen on the left wall. Halsey studied it intently, but when a particular set of info scrolled across the screen, her eyebrows shot up into her forehead.

"Maximus, this is incredible!"

"What is?"

Halsey brought a datapad over and showed him a string of his DNA. He asked, "What's so amazing about that? It looks like any other strand of DNA."

"Yes, but there is something more," She pointed to a certain point higher up in the strand, "You see that? That wasn't present in your coding before the mission; in fact it's not in any strand of DNA of an other person. The section I am pointing to has actually slowed your aging processes to a fourth the regular rate!"

Max wasn't thrilled, "So? Cole _died_ getting that artifact, and now you're just telling me that I have to live with the sight of his death even longer."

Before Halsey could respond, a familiar green figure came into the room, "Alright, I'm here Hals- oh, hey Max, you're back. Where's Cole?"

Max wordlessly raised the deceased Spartan's tags, and Master Chief bowed his head, "Oh, I'm sorry."

When Max still stared at the floor, Halsey could tell he was reliving that moment. The Chief walked over to his best friend and put a hand on his shoulder, "Hey, you gotta pull yourself together soldier, 'cause we need your dumb-ass goofy self to keep morale up, you here me?"

It took a little while, but soon a small smile crept to Max's lips, "Well, aren't you the motivational type, John."

That earned a slap on the shoulder, "There you go."

Halsey came over, holding the helmet in her hands, "Well, I've gotten all I could from this piece, so here you go, Max; I know you'd be lost without it."

Max took it out of her hands, looked it over, then put it on.

* * *

**Well there ya go, my first Halo chapter for Max. If you liked this story, fav it, follow it, give it a refreshing review, you get the drill. Stay tuned for the next installment coming soon!**


	2. Chapter 2

**Hello, FanFiction. With the release of Halo 4, I thought I would help celebrate this occasion with another chapter of Halo: 118. Expect to see Prometheans in here soon.**

* * *

_It was two years since the operation of Delta 003, and the UNSC was struggling with its war with the Covenant and the Insurrectionist uprisings across Human space. ONI, noting the success of the Spartan-II super soldiers, moved to make a second generation; the Spartan-IIIs. Provided they were smaller, weaker, and had a higher mortality rate in augmentation, they were better trained (so ONI said), had more advanced technology, and were more numerous._

_On Reach, Max was the first Spartan-II to even see the new soldiers and, being the big softie he was, welcomed all of them into the "Spartan Family". He would work many missions with them, but there was one incident in where he nearly got killed..._

* * *

"...Numerous reports of Insurrectionist activity have come in around a farming village 5 miles out of SWORD Base, all units be advised-"

Max tapped the side of his helmet in an attempt to stop the fuzzing on his comm, "Damn mountains are screwing up the signal," He complained to the Marine driving the Warthog he was in, "I won't be able to get a thing while I'm up there on mission."

"The civvies could just be seeing things," He replied, "You know how farmers are; they see their neighbor with a gun to drive away predators and they think he's an Innie."

The Spartan nodded, "Maybe, but then why would the Spartan-III Viper Team, which is already there, call for assistance if it was just that? They have a squad of ODSTs with them."

The Marine didn't have an answer for that. The rest of the trip was silent until they pulled onto a paved road going up one of the mountains. Max noticed that his driver was gripping the wheel tighter, and from the great deal of strain he was putting into composing himself, the man was itching to do some hard turns. Max really couldn't blame him; whenever he drove a warthog, he pulled some of the most dangerous moves in the book, and then some. Max tapped the Marine on the shoulder, and when he turned, the Spartan nodded. The private got the message and smirked, before bringing his foot down on the gas.

The Warthog roared and accelerated forward, the Marine turning sharply to the left, then to the right. Max laughed as they went, joining in with his fellow soldier's whoops of excitement.

The vehicle sped over a bridge that connected two mountainsides, the village beyond the gates of the other end. Farmers scrambled out of the way as the sudden appearance of a military vehicle speeding into their village spooked them. A group of ODSTs were hanging around a central structure, and among their midst was a Spartan-III wearing Mark I SPI armor that had a main white color scheme and red as the secondary color. This was a Spartan-III Max hadn't really met. Where was the rest of his team?

The mountain of a Spartan stepped out of the Warthog and walked up to the assembled soldiers, looking down on every single one of them. The Spartan-III was a little bit taller than the ODSTS, but still his height paled in comparison to Max.

"Sierra-118?" He asked, "I'm Jason-A099, we're glad we could get your assistance.

Max asked the question he wanted to ask since getting here, "Where's the rest of Viper?"

"They went ahead to chase down Innie scouts on the ridge about a mile up, " Jason pointed to a craggy precipice looming above their heads in the distance, "They had me stay here with the ODSTs in case the rebels decided to come back."

Max nodded, "Very well. Interrogate the farmers, see if they kno-"

A gunshot boomed and a bullet bounced off of Max's shields, making the Spartan snap up his Battle Rifle and return fire in the direction that it came from. A middle-aged man in light body armor ducked under the three-burst shot and slipped away, heading up the mountain. Max ordered a pursuit and ran off after the rebel, followed by Jason. The ODSTs tried to stay with the Spartans, but fell back quickly. Max didn't have time to turn around and get them back as he hurtled over a boulder. His target turned a corner, into a crevice that no-doubt was used by the Innies as a highway system. The man had stopped in the middle of a large cavern up ahead, and Max charged through the small entrance, destroying the sides and making the Innie turn.

"Put your hands up!" Max ordered, but he raised his weapon, an ancient AK-47, aiming for Max's head. Jason followed his fellow Spartan in, but the sound of numerous guns cocking stopped them. Rebels, at least 30 in strength, stood along each side of the cave, holding guns of various types, and all directed at the Spartans.

Max wasn't fazed. He studied his foes, finding easy targets, and prepared to roll when the Innies fired, "Alright, Jason, on my mark, we roll down, and-"

He heard a Magnum being cocked, and he turned; Jason had it in his hand, and was holding it...at Max. The larger Spartan blinked his eyes, but was still met with the sight of the pistol's barrel.

"What the hell is this? Jason, put your weapon down!"

"No, you put yours down, big guy," Jason's tone had turned from crisp and polite to dark and malicious. Max looked around, and the rebels were grinning. He ran straight into a trap.

"Why?" Max growled, anger beginning to boil in his blood. Jason snorted a laugh, "You seriously thought that a squad of Spartan-IIIs would have one of their own stand guard over civvies? We're kamikaze soldiers, Max, we are expected to die in action, and don't go talking about that 'Spartans never die' shit ONI tells the public! The Insurrectionists have the right idea; I don't need to risk my neck for a corrupt organization that wants me to die. I offered my team to join me, but they accused me of being a traitor. They chose their own fate."

If he was saying what Max thought he was saying, then he..., "You killed your own brothers!?"

Jason jabbed a finger at him, "Shut the hell up, Max! No-one else shares your idiotic philosophy of all Spartans are _brothers_."

He motioned with his hand, and an Innie jumped on Max's back. The surprised Spartan tried grabbing for the much smaller man, but a stun wand was shoved onto his neck. His body convulsed as bolts of electricity coursed through his body, bursting his shields and sending him to the ground with a thunderous crash. The last thing Max saw was the rebels closing in on him, before slipping into darkness...

* * *

Halsey was typing away at her computer, processing and cataloguing information, taking the occasional sip from her coffee. Her lab was cluttered with machinery and bits and pieces of MJOLNIR armor. She was working on her latest version, the Mark V, and encoded in some of its hardware was information she had gotten from Max's helmet. She wasn't a big fan of his rambunctious nature, but he _was_ the best in terms of combat and strength.

A beep indicated someone was at her door, and Halsey opened it from her computer. Jorge walked in, and the mustached Spartan had a look of worry on his features.

"Mom, there's been an incident," Halsey looked up briefly from her work, a slight scowl in her features.

"Jorge, if this is about how another stupid Marine got stuck in the ventilation pipe..."

Jorge shook his head, "Nothing like that; the Innies are broadcasting to us, and they have hostages."

Halsey followed Jorge down the halls of SWORD Base, and they came into the communications office. A small crowd of Spartan-IIs, including Kelly-087, Frederic-104, Linda-058, and the Master Chief. Everyone except John had their helmets off, their brows creased with worry. Fred was cursing under his breath, and then Halsey saw what they were watching;

Max. Without his armor and strapped to a chair with titanium chains. Bruises along his jaw line indicated he was beaten before they began broadcasting, maybe in an attempt to make him look weak. A white-armored Spartan-III stepped into view, a Magnum in his hand.

"Hello, UNSC dogs," He said, "As you can see, I have defected to the Rebels and brought down your strongest Spartan. Now, my Innsurectionist friends are running low on firepower, so I'll make you an offer you can't refuse; give us a cache of weapons and ammunition, and we hand you back your Spartan. If you choose not to accept this generous offer..."

He cocked the gun and pointed it Max, "...and I put a bullet in his brain. And if you try any funny business, he dies." The Spartan-III prodded him with the barrel, "Say your name."

A spark of defiance shone in Max's eyes, "Sierra-118 of the Office of Naval Intelligence's Spartan-II program-"

His captor drew back his arm and lashed at him with a vicious backhand, the gauntlet connecting to Max's unprotected mouth. His head snapped up, and blood began to trickle from his nose and mouth.

"Your name, prisoner!" The Spartan-III hissed. Max's lips curled into a sneer and he hawked back, then spat a mixture of blood and saliva onto the other Spartan's visor.

"Fuck you!"

The Spartan made a noise of disgust and frustration, and an ODST came over with a stun wand, zapping Max into unconsciousness. The traitor turned back to the screen, "You have 24 hours, and when that time's up, he's gone."

The screen went blank. The room was silent for a minute, then John got up and turned to the door. Halsey asked where he was going, to which he replied, "To get him back."

"John, you heard what he said," Fred added in, "Any attempt to rescue the big man would just put him in danger. Jason's got this entire situation in his hands."

John turned around, and Kelly spoke up, "Fred's right; it's useless, John. The only way we can ensure Max's safety is by negotiating-"

"And you think the Innies will uphold their end of the deal?" John asked, and Kelly fell silent. He continued, "Me and Max have been good friends ever since the beginning of the program. He could see the human inside of me that ONI had forced into a dark place. Sure he's a pain in the ass sometimes, and he has the body of a Spartan with the mind of a kid, but he's our _friend_. He would do the same for any of us, hell, he'd _die_ for us. So if you wish to stay inside and hope for the best, then I'll go by myself."

No one spoke for what seemed like eternity. Finally, Linda stepped forward to stand by the Master Chief, then turned back to the room.

"John's right, guys. Max is the link that tethers us to Humanity; if we just sit here and let him die, then we lose our own humanity."

Jorge bit his lip, then joined the two. It took a while, but Fred walked up too.

They all looked at Kelly. Linda said, "Kelly, you're the only one left."

Kelly looked at them in disbelief, her emerald eyes looking for some shred of insanity in her fellow soldier's faces, but found none. Fred let a smile creep to his lips, "Oh c'mon, Kelly; We know you fight with him all the time, and you put that false irritated attitude whenever Max is around just to hide that you like him."

Her eyebrow twitched, "Fine. But if we get ambushed, I'm using you as a meat shield."

Fred laughed as John nodded, "Good. Halsey, we'll need schematics for that village..."

* * *

Jason gave the cut signal and the ODST working the camera stopped transmitting. He was glad he had the commandoes' help in this; after all, it was he who arranged for the squad to be joining Viper Squad on their 'inspection'. At least he still had a squad of professionals, the Rebels weren't that highly trained. He took off his helmet, revealing his icy blue eyes and slicked back dirty blonde hair.

He turned to Max, who had regained consciousness, head staring at the blank walls of the communication hub. Jason grabbed his hair and made the giant look into his eyes.

"You really are a simpleton, Max," He said in a low tone, "And now it could be the end of you. Pray that Halsey cares enough about you to meet demands."

Max took in a shallow breath through his mouth, the teeth inside streaked with red, "Don't do this, Jason," He said, "This can only end in bloodshed. You don't know what our brothers are capable of..."

"I've made my decision, " Was the reply, and the Spartan-III released Max's hair, allowing his head to hang over his chest, "And I'm prepared for anything that comes my way. The UNSC has been corrupted by ONI, why can't you see that?"

"It's true that ONI has made mistakes, and I hate the spooks as much as you do, but how do you plan on fighting them? Even with me here, they'll blow this entire village off the face of Reach, and you'll have done all of this for nothing."

Once again Jason scoffed in contempt, "Which is why after I get those weapons, I'm taking my forces to meet up with another group, and ONI will be nuking you and innocent farmers. And once the media gets wind of it, ONI will be exposed as the hypocritical, murderous organization it is. Either way, you can't win."

* * *

The Pelican carrying the supplies was due to arrive in 20 minutes. The rescue team had devised a simple plan; they hide inside the empty weapons containers, a Marine would transport them to the Innies' weapons supply, and when they opened the crates, they would be in for a surprise. The crates were large enough to hold two Spartans at a time, and the arrangements went like this; John and Fred occupied the first, Kelly and Linda the second, and Jorge by himself, seeing as he had to have room for his machine gun.

"Prepare for landing, Spartans!" The pilot said over the comm, and John acknowledged. He gripped his AR tighter in anticipation. If their timing was even a little bit off, Max would be dead by the time they would get to him.

Kelly's voice came in through his radio, "How do we plan on rescuing a 7-foot behemoth from a cell of Innies, an entire squad of turn-coat ODSTs, and a mad Spartan-III without having said behemoth die when we get there?"

"I guess we just have to rely on Max's training," Jorge replied, "Don't forget that he clocked in the most training time of any Spartan in any field, especially escaping capture."

The sound of the Pelican's landing thrusters filled the air, which was soon followed by the whine of the ramp's hydraulics. The Marine pushed the cart train out of the dropship, and began heading for the communications hub. The traitorous ODSTs were lined up against the wall, weapons held at the ready. Innies had taken up positions in different parts of the village, the farmers locked inside their homes. The Marine began to sweat as she looked from side-to-side, nervous from the amount of guns just waiting to unload their fatal payloads.

"Ready yourselves," Linda whispered over a secure channel, and John positioned his legs to spring out when the time came. A harsh voice ordered the Marine to back away from the containers, and she backed away a few feet. A couple of Rebels jogged over to the carts and popped the lids...

"Surprise," John said, and fired 7 rounds into the Rebels that had opened the containers, killing them in quick precision. Another Innie yelled out, and all hell broke loose; Linda's sniper rifle put bullets in between the eyes of the Innies manning turrets, and John and Jorge poured their ammunition into the groups of Rebels. They were slow to respond, and nearly half of them fell dead before they returned fire, shouting out fanatical cries that mingled with the dying screams of their comrades. The Marine ducked under fire to jump into the container with Jorge, pulling out a pistol and firing at the thicker concentrations of hostiles. Kelly jumped out of her cart, blowing an ODST back with her shotgun. The shock trooper slammed against the wall and slid down slowly, dead. His fellows fell back, covering their escape by unloading their SMGs in the direction of the Spartans.

* * *

Jason's head perked up at the sound of shouting and gunfire outside. He hailed the ODST captain on the comm, "Captain, report; what's going on out there?"

The response sounded frantic, and by the fuzziness of the channel, his helmet was damaged, "Spartans...ambush...falling back...request back-up!"

As Jason tried to make sense of what the soldier was saying, Max saw his chance. He reached into the back of his combat fatigues and pulled out a high-intensity laser cutter. He activated its red beam and directed it at his bonds, the laser eating through the titanium chains like knife through soft butter. When the last chain had been cut he launched from the chair, grabbing Jason by the back of his armor and throwing him across the room. The surprised Spartan-III got to his feet and blubbered in disbelief, "What the- how did you-"

"A good soldier comes prepared for every challenge," He answered, raising his fists, "Now put 'em up."

Though he couldn't see it, Max could tell that Jason was smiling. The white/red armored Spartan pulled a serrated combat knife from his chest armor, and began to wave it around in a threatening fashion, "Skin versus blade never turns out well, big man, and I have armor, you don't. How do you plan on beating me?"

He charged, moving in to drive the knife into Max's unprotected flesh. The Spartan-II ducked under the first swipe, responding with a swift kick to the gut. It connected with the unarmored section under the chest armor and Jason stumbled backward, clutching his ribs in pain. Max followed it up by smashing his elbow in Jason's visor, shattering the orange faceplate and sending shards in the air.

Jason immediately took off his helmet, a scowl plastered on his face, "You're persistent. I'd love to stay and spar with you, but I can't take any chances, not with your friends beating down my door. So long."

With that he ran out the door, and Max gave chase. He steped out of the door into a war zone, crossfire whizzing by. Max stayed in the doorway while Jason charged after his ODST comrades. Linda saw him and fired, but the Spartan-III rolled out of the way of the bullet and continued on his way, while Linda noticed Max taking cover in the door way.

"John! Friendly, 3 O'clock!"

John looked in that direction, then signaled Fred to move to Max's position. He got the message and vaulted out of the cart, throwing a knife that found its mark in a Rebel's throat. Fred dove into the doorway, startling Max. He put down his fists as he recognized his fellow super-soldier.

"Boy, am I glad to see you," He said, and Fred took the Spartan Laser on his magnetic clip off and tossed it to Max, who shouldered the weapon. He stepped out of the safety of the doorway, unleashing a burst of red energy that vaporized two ODSTs. The remainder of that squad, which was 5 soldiers, were the only resistance left in the area. And they were boarding a Pelican on the other side of the village. Jason was the last one to jump into it before it began to fly off.

The Spartan-IIs and Marine ran after it, but it soon became clear they weren't going to catch it on foot. Max dropped to one knee, aimed his Laser at the Pelican's thrusters, and squeezed the trigger. The laser beam found its mark, detonating the engines in brilliant balls of fire.

* * *

Jason felt the explosion rock the ship, which began to spiral with nothing keeping it in the air. A sudden collision onto a ledge sent an ODST face-first into the back of the pilot's seat, a resounding _crack_ filling the Pelican as his neck snapped, killing him. The pilot tried opening the ramp, but the hydraulics were bent into uselessness.

He felt his heart sink; so close, and he's stranded on an outcropping with 5 soldiers and a body. The ODST captain turned to Jason, hostility in his voice as he said, "Look at what you did! You said this would be an easy job, but we were slaughtered out there!"

"I didn't know that a whole team of superior Spartan-IIs were hiding in the weapons containers," Jason mumbled, not really trying to defend himself, "And Max breaking free was just as surprising. The circumstances weren't right."

Before the captain could respond, the sound of tearing metal filled the Pelican and they looked up, to see Kelly drop through the hole Max had torn for her. She held her shotgun up, "Drop the guns, boys. You're under arrest."

They did as they were told. You don't deny a hyper-lethal augmented soldier with a close-range weapon. Kelly directed the captain under the hole, and Max reached down and brought the turncoat up through it. He repeated this process with the rest of the ODSTs and the pilot, but when it was time for Jason to come up, he just jumped up and grabbed the edge of the opening, lifting himself up and out of the damaged vehicle. Max had borrowed a Magnum from John and held it at the ready, in case Jason tried to do anything funny. The Spartan-III was confused on how the Spartans got onto the ledge, with no apparent equipment, and where were the others and the Marine?

The answer rose from beneath the ledge; the Pelican that had transported the strike team had stayed in the general area, allowing John to call it in for pick-up. The ramp was open and the strike team was in there, waiting. Max got the ODSTs on the transport, then Jason, but Kelly got on her own. Max was relieved to see his armor and weapons in the corner, picking up his Laser and kissing it, "My baby."

"Get a room," Kelly grunted, and Max smiled, "Missed ya too, sweet heart. And I know you missed me."

Kelly made a sound of disgust as Max laughed. John grabbed his best friend's shoulder, "Good to see your in one piece, Max; you're too valuable to lose in this war."

* * *

_Jason and the ODSTs were locked away for 5 years, then readmitted to the UNSC after voluntary rehab. Certain persons in the UNSC questioned the Spartan-IIIs reliability, but the doubts were soon lost to the stream of time._

* * *

**Here's a preview of what's coming next chapter:**

* * *

Max was being hunted.

He charged through the dense jungle undergrowth, his breathing quickening as adrenaline coursed through his veins. Hurtling over a fallen tree, he landed in a clearing and came to a stop.

It was quiet, which made Max even more nervous; a jungle of this size should be bustling during the night, but creatures would fall quiet and go into hiding when a predator came into the vicinity. He activated his HUD's heat vision, and the forest turned into a swath of color, with small red and orange areas, indicating small animal life, but for the most part the forest was blue. The grip on his katana tightened in anticipation

The sound of rustling undergrowth behind him traveled to his audio receptors and Max whipped around as a red form lunged at him with an unearthly screech...


End file.
